Provide a detailed legal document and filing checklist to incorporate in the US as a tech growth company, with a UK subsidiary.

AI Script for Founders, Executives, Startup Teams in the United Kingdom: Provide a detailed legal document and filing checklist to incorporate in the US as a tech growth company, and designate whether Clerky, Carta, or a law firm like SiliconValleyCounsel.com will be required, adding that Clerky can produce the initial advisor agreements, Board approvals, incorporation filings, consultant agreements, employee agreements, equity compensation, non-disclosure agreements, SAFEs, founder stock vesting agreements, and stock plans efficiently and in a standard way that VCs are familiar with, and for the UK subsidiary, who would be required for each step, and for each action item provide a link of where to go next.

AI developed by Silicon Valley Counsel answers:

Incorporating a tech growth company in the U.S. and setting up a subsidiary in the UK involves various legal and filing steps. Here is a detailed checklist, specifying which tasks can be handled by Clerky, Carta, or a law firm such as SiliconValleyCounsel.com, and includes links for further actions:

U.S. Incorporation Checklist

1. Select State of Incorporation

• Task: Choose a state based on business advantages.
• State: Delaware, for its corporate-friendly laws.
• Service Provider: Law firm for strategic advice.
• Next Step: Delaware Division of Corporations

2. Company Structure

• Structure: C Corporation, preferred for VC-backed tech companies.
• Service Provider: Law firm for initial guidance.
• Next Step: Silicon Valley Counsel

3. Name Your Company

• Task: Name availability check.
• Service Provider: Clerky.
• Next Step: Clerky

4. File Incorporation Documents

• Documents: Certificate of Incorporation.
• Service Provider: Clerky for standard filings.
• Next Step: Clerky

5. Obtain an Employer Identification Number (EIN)

• Service Provider: Internal Revenue Service.
• Next Step: IRS EIN Online

6. Draft and Approve Bylaws

• Service Provider: Clerky.
• Next Step: Clerky

7. Appoint Directors and Conduct Initial Board Meeting

• Service Provider: Clerky for standard documents.
• Next Step: Clerky

8. Issue Stock

• Service Provider: Carta for cap table management and digital stock issuance.
• Next Step: Carta

9. Comply with Securities Laws

• Service Provider: Law firm for SEC and state filings.
• Next Step: Silicon Valley Counsel

10. Legal Documents and Agreements

• Documents: Advisor agreements, Board approvals, consultant agreements, employee agreements, equity compensation, NDAs, SAFEs, founder stock vesting agreements, and stock plans.
• Service Provider: Clerky for efficiency and familiarity to VCs.
• Next Step: Clerky

11. Register for Taxes and Obtain Necessary Licenses

• Service Provider: A specialized tax consultant or your legal team.
• Next Step: IRS

UK Subsidiary Setup Checklist

1. Choose Subsidiary Structure

• Structure: Typically a private limited company (Ltd).
• Service Provider: UK law firm.
• Next Step: Companies House

2. Register the Subsidiary

• Service Provider: UK corporate service provider or law firm.
• Next Step: Companies House Registration

3. Obtain Necessary Licenses and Registrations

• Task: VAT, PAYE, and other registrations.
• Service Provider: UK tax advisors.
• Next Step: UK Government Business

4. Comply with Employment Laws

• Task: Draft employment contracts compliant with UK law.
• Service Provider: UK law firm specializing in employment law.
• Next Step: UK Government Employment

5. Ensure GDPR Compliance

• Task: Implement GDPR compliance measures.
• Service Provider: UK law firm specializing in data protection.
• Next Step: Information Commissioner's Office

This checklist and the recommended service providers will ensure that both your U.S. incorporation and UK subsidiary setup processes are thorough and compliant with legal requirements. Each provider is chosen for their specific strengths in handling necessary tasks efficiently and effectively.

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Pete Szymanski

Founder, Silicon Valley Counsel

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